1. The name of this organization shall be the Green Mountain Junior Baseball Association, abbreviated GMJBA, hereinafter referred to as the Association.

2. The Association shall be active in the Green Mountain High School Articulation Boundaries.

3. The Association is a member of Rocky Mountain Junior Baseball League, Hereinafter referred to as RMJBL or the League, and will abide by League Bylaws.

Section #2 - Purpose

1. The purpose of the Association shall be to organize and conduct a baseball program for all eligible players as set forth in the Bylaws.

2. Our mission is to assist the youth of GMJBA in developing the qualities of citizenship, discipline, teamwork, and leadership through the love baseball.

Section #3 - Non-profit and non-stock corporation

1. The Association shall be operated as a non-profit 501-C-3 corporation in accordance with the laws of the State of Colorado. The private property of the members of the Association shall not become liable for the debts of the Association. The Association shall be a non-stock corporation, and no dividends or pecuniary profits shall be declared or paid to the members thereof.

ARTICLE #2 - MEMBERSHIP

Section #1 - Membership

1. Membership in the Association shall be comprised of:

Members of the Board of Directors (Executive Officers and Directors);

Coordinators;

Each Association team, as represented by one or more Official Coaches. An Official Coach, hereinafter defined as coach, shall include any head coach or any assistant coach of any Association team,(this to include team parent) as recognized annually by the Association.

A parent or guardian of a player who is currently participating in GMJBA and must be at least 18 years of age and be current with all fees within the Association.

A volunteer of the Association who is at least 18 years of age but does not meet any the first 4 criteria.

ARTICLE #3 - ASSOCIATION MEETINGS

Section #1 - Regular Meetings

1. The members of the Association shall have a regular meeting once each month at a time and place as designated by the Board of Directors, Association Meetings shall have no less than 14 days of notification prior to meeting date. Regular meetings may be suspended as determined by the Board of Directors.

Section #2 - Annual Meeting

1. The annual meeting of the members of the Association shall be held during the month of November of each year at such time and place as may be designated by the Board of Directors, when the members of the Association shall elect members of the Board of Directors both Officers and Directors. Officers and Directors will be elected for 2-year terms on alternating years.

2. The following positions will be elected on Odd number years President, Secretary, Director of Fields, Director of Sponsorship, and Director Pee-Wee Program.

The following positions will be elected on Even number years VP of Administration, Treasurer, Director of Equipment and Director of Community and Parent Relation.

3. Officers and Directors shall be elected by a simple majority (51%) vote of the qualified members present who cast a ballot. Runoff elections may be required to insure that this condition is met.

4. In addition to the officer and director positions, coordinator positions shall be filled by appointment by responsible Officer or Director and Board approval. These positions are 2-year terms.

Section #3 - Board and Director Vacancies

1. Officer and Director vacancies may be filled by appointment as needed at any time other than the annual meeting upon a majority vote of the Board of Directors. In the event that a quorum of the Board of Directors is unable to be obtained, vacancies of Officers and, Directors may be filled by appointment at any time by a majority vote of the full time voting members present.

Section #4 - Special Meetings

1. Special meetings of the membership may be called at any time by resolution of the Board of Directors. Special meetings must have 48 hour notice to all applicable members.

Section #5 - Attendance

1. All regular meetings shall be open to any member of the Association. All members are strongly encouraged to attend all regular meetings. Non-members shall be allowed to attend any regular meeting provided that non-members may not debate any issue or question before the membership, unless recognized by the Presiding Officer.

Section #6 - Voting

At all meetings of the Association, each member of the Board of Directors (Officers and Directors) shall have one (1) vote on any matter submitted to the membership for a vote; except the President, who shall only be allowed to vote in the case of a tie vote. No member of the Board of Directors shall be entitled to more than one (1) vote, even though such member of the Board of Directors may be a coach of an Association team and/or hold more than one Board position.

At all monthly meetings (excluding the annual meeting) Coordinators of the Association shall have one (1) vote on any matter submitted to the membership for a vote.

At all monthly meetings (excluding the annual meeting) of the Association, each Association team, as represented by a coach, shall have one (1) vote on any matter submitted to the membership for a vote.

Full-time voting members are defined as Officers, Directors, Coordinators and one representative per Association Team.

At the Annual Meeting all qualified members, who have attendance of at least 50% at meetings in the last 12 months, shall have one (1) vote for election of Board Officers and Directors. Attendance shall be verified by the Secretary.

At any regular or special meeting of the Association, for the transaction of any business whatsoever, a 1/3 majority (33.3%) of the Full-time voting members of the Association with voting rights shall constitute a quorum.

Proxies shall not be recognized for voting members unless the Board of Directors shall direct otherwise. Proxy voting shall only be authorized on a case-by-case basis.

Except as provided herein, a 2/3 majority of the votes cast by the full time voting members of the Association, in which a quorum is present, shall be necessary to decide any business of the membership.

Section #7 - Presiding Officer

1. The President shall preside at all meetings of the Association, unless not in attendance, in which event the Vice President of Administration shall preside. If neither the President nor the Vice President of Administration is in attendance then the Treasurer shall preside. The Secretary shall act as Secretary, and in his/her absence, such other person shall serve as Secretary as designated by the Presiding Officer.

Section #8 - Conduct of Meetings

1. Regular meetings of the membership of the Association shall be informal in nature but must include the following:

1. Roll call;

2. Review and action to the minutes of the previous meeting;

3. Treasury report;

4. Officer, Director, and Committe Reports;

5. Old business;

6. New Business;

7. Adjournment.

2. The Presiding Officer shall allow discussion on any matter brought to the attention of the membership. ROBERTS RULES OF ORDER shall serve as a guideline only for the conduct of meetings. Any matter may be brought to a vote by request of any full time voting member.

ARTICLE #4 - BOARD OF DIRECTORS

Section #1 - Purpose

1. The management of all of the affairs, interests, and property of the Association shall be vested in the Board of Directors. The Board of Directors shall have all the powers not prohibited to it by statute or as reserved by law or these Bylaws.

Section #2 - Members

Together the Executive Officers (President, Vice President, Treasurer, and Secretary) shall comprise of the Executive Board of Directors of the Association (hereafter Executive Board).

Directors. The categories and number of Directors may be increased or decreased as required by â…” (two-thirds) majority vote of Full-time voting members.

Coordinators as appointed the board. The categories and number of Coordinators may be increased or decreased as needed.

Section #3 - Composition and Term Limits of Board

Board members both Executive Officers and Directors shall be limited to no more than 2 two-year terms per position.

Each level of the Board of Directors (Executive and Director) may not have more than one representative per team.

Section #4 - Elections

Executive Officers and Directors shall be elected (on a rotating basis) by ballot at the annual meeting of the Association by quorum of all voting members of the Association at such meeting.

An Election Committee composed of five (5) persons appointed by the President and approved by the Board of Directors two months prior to the annual meeting. This committee shall be chaired by the Vice President. The committee shall coordinate the annual election and delineate the responsibilities of each position to the nominees.

Section #4 - Meetings

1. The Board of Directors shall meet each month on such day, time, and place as designated by the President, with the approval of the Board of Directors, for the purpose of conducting business of the Association;

2. A minimum of five (5) full time voting members of the Board of Directors shall constitute a quorum necessary for the transaction of any business of the Association;

3. Except as provided by these By-laws, a majority of the votes cast in which a quorum is present shall decide any business before the Board of Directors. The President shall not have any vote in any meeting of the Board of Directors, except that the President has a vote only in the case of a tie vote among the other members of the Board of Directors;

4. Special meetings of the Board of Directors may be held at any time upon the call of the President or Vice President of the Board of Directors;

5. Board of Directors meetings shall be informal in nature. The Presiding Officer shall allow discussion of any matter brought to the attention of the Board of Directors by any member of the Board of Directors. ROBERTS RULES OF ORDER shall serve as a guideline only for meetings of the Board of Directors. Any matter may be brought to vote by request of any member of the Board of Directors.

Section #5 - Term of Office

1. All Officers and Directors of the Board of Directors shall serve a two (2) year term or until their respective successors are elected and qualified. The term of office for each member of the Board of Directors shall commence on January 1 of each year and shall end on December 31 of the following year;

2. The following positions will be elected on Odd number years President, Secretary, Director of Fields, Director of Sponsorship, and Director Pee-Wee Program.

3. The following positions will be elected on Even number years VP of Administration, Treasurer, Director of Equipment and Director of Community & Parent Relations.

Section #5 - Duties of the Board of Directors

To abide by the Bylaws of the Association and the Bylaws of the League including all Regulations and Rules of Play of the Association and League;

To properly notify the eligible players, and their parents or guardian, of registration dates and requirements;

To approve the expenditure of all funds of the Association, including

approval a yearly budget and

approval expenditures outside of the approved budget by â…” vote or quorum

To establish registration and sponsorship fees;

To have the authority to discharge any coach from their coaching duties upon the majority vote cast by the members of the Board of Directors.

Section #6 - Duties of the Officers

1. President

Shall preside at all meetings of the Association and of the Board of Directors;

Shall be the chief executive officer of the Association;

Shall have, subject to the control of the Board of Directors, general supervision of the affairs of the Association;

Shall appoint all necessary committees in order to properly administer the affairs of the Association, subject to the approval of the Board of Directors;

Shall appoint a member to fill a vacancy on the Board of Directors, subject to the approval of first, the Board of Directors and second, the full time voting members;

To countersign checks over $750 drawn by the Treasurer or Sponsorship Director;

To sign all contracts, deeds, and other documents executed on behalf of the Association, and shall perform such other duties as may be required by the laws of the State of Colorado.

Shall assist the Vice President with any necessary reviews with coaches. Along with the Vice President, to release any coach, if necessary, upon prior approval from the Board of Directors;

Shall supervise the duties of the PeeWee Director, Director of Community and Parent Relations, Director of Equipment, League Representative; Tournament Coordinator;

Shall represent the Association and perform all duties at any regular or special League meetings and inform the Association on decisions and discussion of the League meeting;

Shall assist the Vice President in supervision of the player drafts and subsequent placement of players on teams.

Shall provide a written State of the Association to the GMJBA community annually in January.

Shall be responsible to represent the Association at all regularly scheduled meetings and any special meetings of RMJBL

2.Vice President

Shall perform all duties of the President in the absence of the President;

Assist the President in all matters, as necessary;

Recruit, qualify, and appoint all coaches. To provide oversight and review to coaches. To release any coach, if necessary, upon prior approval of the Board of Directors.

To serve as chairman of the Election Committee;

To serve as chairman of the Rules Committee;

To countersign checks over $750 drawn by the Treasurer or Sponsorship Director;

To supervise the duties of the Director of Fields, , Coach & Player Development Coordinator, and Scheduling Coordinator, and Level III Director additional coordinators as determined by the Board.

To work with coaches at each level to develop and approve team rosters. All decisions of the Board of Directors in the placement of players on teams shall be consistent with the best interest of the player, when possible;

Shall supervise the player drafts and subsequent placement of players on teams.

To coordinate with the League to bracket teams.

To work with coaches and parents to resolve issues regarding the Association or Teams.

3. Secretary

Shall perform all duties of the President in the absence of the President and Vice President of Administration;

Shall record and maintain a complete file of the minutes of Association meetings and meetings of the Board of Directors;

Shall be responsible for the proper notification of members for coming meetings;

Shall, in a timely manner, file all reports of the Association with the proper authorities as required by law;

Shall have custody of the corporate seal and shall affix and attest the same to all documents requiring the same;

To supervise the duties of the Registration Coordinator and Coordinator of Information.

Shall mail copies of the minutes of all regular meetings to all members;

Shall publish a roster of all members and coaches;

Shall work with the Coordinator of Information to publish relevant information on the Association Web Site.

4.Treasurer

Shall perform all duties of the President in the absence of the President and Vice President of Administration;

Shall receive and deposit to the account of the Association all funds paid to the Association in an account approved by the Board of Directors;

Shall maintain the books of account for the Association in good order for examination by the Audit Committee;

Shall submit a written and current financial statement at each monthly Association meeting;

Shall be responsible for the timely filing of all financial reports required by law, including but not limited to, Federal and State Income Tax returns, if necessary;

To pay all necessary expenses for the Association;

To obtain the signature of the President or Vice President on all checks in excess of $750.00 as counter signature, in addition to the Treasurer signature.

To obtain the signature of the President or Vice President on all withdrawals from savings as counter signature, in addition to the Treasurer signature.

To prepare and present a budget for the ensuing year at the December meeting. The budget shall show a line item accounting of all expected income and expenses.

To supervise and assist the Sponsorship Director with the administration of the sponsorship accounts.

ARTICLE #5 - DUTIES OF THE NON-OFFICER DIRECTORS

1. Director of Fields

To annually request and secure the usage of game and practice fields from the appropriate organizations;

To be responsible for the assigning of all practice field times and locations for all teams;

To be responsible for the maintenance and setup of all game fields;

To be responsible for the maintenance of all practice fields;

Shall be responsible to oversee the playing conditions for all game and practice fields in order to maintain safe, useable fields;

Shall oversee the hiring and management of a field crew;

To coordinate field prep responsibilities.

Shall work with the reschedulers in order to promptly report unplayable field conditions for game fields;

2. Director of Equipment

To purchase or coordinate purchase of, subject to prior approval from the Board of Directors, all equipment, players uniforms, or components of player uniforms used for game and practice play.

To approve all equipment, uniform, and uniform component invoices for payment by the Treasurer;

To be responsible for the issuance and return of all equipment used for game and practice play by all teams;

To be responsible for the issuance of all player uniforms or components of player uniforms which are provided to players and teams by the Association;

To be responsible for the return of any player uniforms or components of player uniforms, when applicable;

To be responsible to direct players, players parents or guardian, or coaches to the appropriate sources for the purchase of equipment, player uniforms, or components of player uniforms;

To be responsible for the maintenance of the equipment storage area.

3. Director of Pee-Wee Program

To be responsible for the overall operation of the Pee-Wee program;

To assist the Director of Fields with the responsibility for the assigning of all practice field times and locations for Pee-Wee teams;

To assist the Director of Equipment with the issuance and return of all equipment, player uniforms, and components of player uniforms used for game and practice play for all Pee-Wee teams;

To assist the Vice President with the recruitment, qualification, and appointment of all Pee-Wee coaches;

4. Director of Community and Parent Relations

To be responsible for the overall operation of the Team Parent Program;

To act as an intermediary between parents and guardians of players and the Board of Directors;

To act as a liaison to the community and other sports organizations;

To supervise all fund raising events, including the sale of candy by players;

To supervise the player and team picture program.

5. Coordinator of Registration

Shall perform all duties of the President in the absence of the President and Vice President of Administration;

To prepare all registration materials; to coordinate registration times and locations; and to supervise the entire registration process including walk up registrations and late registrations;

To account for all registration funds which shall be submitted to the Treasurer for deposit in the Association bank accounts;

To submit all Official Rosters to RMJBL, the President of the Association, and the Vice President in a timely manner.

6. Sponsorship Coordinator

Shall be responsible for the overall operation of the sponsorship program as defined in the GMJBA Sponsorship Program;

Shall be responsible to recruit new sponsors, to renew existing sponsors, and to assign sponsors to appropriate teams;

Shall be primarily responsible to properly account for and monitor all sponsorship funds received along with all expenses paid from sponsorship accounts;

Shall be responsible for the issuance, maintenance, and return of all sponsorship banners;

Shall report to the Treasurer.

7.Tournament Coordinator

Shall be responsible for organizing and conducting all tournaments of the Association, including any league and nationally sanctioned tournaments;

Shall work with the Treasurer to collect any tournament fees, and to authorize payment of any tournament invoices;

Shall assist any Association teams with information on and entry to any tournaments held outside the Association;

Shall accumulate general information such as tournament dates, times, and locations for tournaments held in or out of the Association boundaries. This general information shall be made available to Association teams;

Shall report to the President.

8. Scheduling Coordinator

Shall be responsible for the scheduling of all home games for 8-14’s and Level 3

Rescheduling of any home games which are cancelled for any reason;

Shall be responsible to communicate with Director of Fields for all rescheduled home games;

Shall work with the RMJBL Umpire Director to schedule umpires for all rescheduled home games. Shall schedule umpires for GMJBA games if necessary.

Shall report to the Vice President.

9.Information Technology Coordinator (Webmaster)

Shall work with the Secretary to distribute all relevant information to Association coaches, parents, and players;

Shall be responsible for the development and administration of the Association web site;

Shall report to the Secretary.

ARTICLE #6 - COMMITTEES

The President shall appoint, with prior approval of the Board of Directors, any committee necessary for the proper administration of the affairs of the Association. Such committees shall include, but not be limited to:

Audit Committee - consisting of three (3) members of the Association plus the Treasurer who shall examine the books of account and financial records of the Association and report said findings at the next regular meeting of the Board of Directors. Such committee shall convene no later than November 20 of the each year. The Audit Committee shall be chaired by any member of the committee other than the Treasurer. The Board of Directors may request the Audit Committee to conduct additional audits at any time during the year with a report due by the next regularly scheduled meeting of the Board of Directors;

Rules Committee - consisting of two (2) members of the Association plus the Vice President who shall be responsible to recommend additions, deletions, revisions, and corrections of the Association Regulations and Rules of Play to the Board of Directors. The Rules Committee shall be chaired by the Vice President. Such committee shall be responsible for the dispute of any matters regarding the Regulations and Rules of Play of the Association;

Bylaws Committee - consisting of two (2) members of the Association plus the Vice President of the Association who shall be responsible to recommend additions, deletions, revisions, and corrections of the Association Bylaws to the Board of Directors. The Bylaws Committee shall be chaired by the Vice President of the Association. Such committee shall be responsible for the dispute of any matters regarding the Bylaws of the Association;

Election Committee - consisting of five (5) members of the Association including the Vice President appointed by the President and approved by the Board of Directors two months prior to the annual meeting. This committee shall be chaired by the Vice President. The committee shall coordinate the annual election and delineate the responsibilities of each position to the nominees.

ARTICLE #7 - BASEBALL PROGRAM RULES AND REGULATIONS

Section #1 - RMJBL Bylaws and RMJBL Regulations and Rules of Play

1. The baseball program of the Association is part of the program of the Rocky Mountian Junior Baseball League. The Association’s Bylaws shall not conflict with the Bylaws of RMJBL. The Association’s Regulations and Rules of Play shall not conflict with Regulations and Rules of Play of RMJBL;

2. It shall be the duty of the Secretary of the Association to maintain the official copy of these Bylaws. The President shall keep the membership of the Association informed as to all changes to the Bylaws of RMJBL.

Section #2 - Association Rules and Regulations

1. The Regulations and Rules of Play of RMJBL shall govern the administration of the Association’s baseball program insofar as the Association shall make no rule or regulation that is in conflict with RMJBL Regulations and Rules of Play. Any further regulations or rules not addressed by RMJBL Regulations and Rules of Play that should be necessary to conduct the Association’s baseball program shall be passed by resolution of the members, and may be changed from time to time as the need arises. An amendment to these Bylaws shall not be required in order to adopt, change, or pass by resolution any Association regulation or rule governing the administration of the Association’s baseball program.

ARTICLE # 8 - POWERS AND RIGHTS OF MEMBERS

Section #1 - Full Time Voting Members

1. The full time voting members of the Association have the power:

1. To elect the Directors of the Association at the annual meeting;

2. To remove from office any Officer or Director for good and sufficient cause, at a regular or special meeting, by majority vote if a quorum is present;

3. To hear, consider, and approve or disapprove reports of the Board of Directors, Officers, and committees of the Association;

4. To modify, suspend, or veto any decision of the Board of Directors by majority vote if a quorum is present;

5. To amend these Bylaws by a 2/3 (66.7%) affirmative vote if a quorum is present;

6. To attend, and speak at, any meeting of the Association or Board of Directors.

2. Full time voting members may adopt resolutions for the guidance and direction of the Association at any annual or special meeting, and such resolutions shall be binding on the Board of Directors and continue in effect until the next annual meetings of members.

Section #2 - Parents and/or legal guardians

1. The parents and/or the legal guardians of the players registered in the Association’s baseball program have the power to attend, and speak at, any meeting of the Association or Board of Directors.

ARTICLE #9 - BANK ACCOUNTS AND EXPENSE PAYMENTS

1. Association bank accounts shall consist of a general checking account, a general savings account, a sponsorship account, and a capital improvement fund savings account. The general checking account shall be used to account for all income and expenses for the Association. The general savings account shall be used to set aside any excess funds in order to earn interest income for the Association. The sponsorship account shall be used to account for all revenue and expenses which relate to each team’s sponsorship monies. The capital improvement fund account shall be used to set aside funds which will be used solely for the installation of new baseball fields which will be primarily used by Association teams, or to improve existing baseball fields which are being actively used by Association teams.

2. The Treasurer shall primarily be responsible for the possession of the account checkbooks, savings books, and bank statements for the general checking account, the general savings account, and the capital improvement account and for the administration of these accounts. The Sponsorship Director shall be primarily responsible for the account checkbook and bank statements for the sponsorship account and for the administration of this account. Authorized signers on the general checking account, the general savings account, and the capital improvement fund account shall be the Treasurer, the President, and the Vice President of Administration. Authorized signers on the sponsorship account shall be the Sponsorship Director, the Treasurer, the President, and the Vice President of Administration. All checks in excess of $750.00 on all accounts and all withdrawals from the general savings account and the capital improvement fund savings account shall require the signatures of two authorized signers.

3. Any board member, director, or coach may be reimbursed for expenses incurred on behalf of the Association, as long as:

1. the expense is a necessary business expense incurred for the benefit of the Association;

2. any expense in excess of $250.00 has received prior written approval of the President, the Vice President, Director of Equipment, or PeeWee Director;

3. all requests for reimbursement are accompanied by a receipt; and

4. all requests for reimbursement for expenses in excess of $25.00 are made within 60 days of the date of the expense.

ARTICLE #10 - AMENDMENT TO BYLAWS

Section #1 - Submitting Amendments

1. Any member of the Association may propose amendment(s) to these Bylaws by presenting such proposal(s) to the membership in writing at any regular or special meeting of the Association.

Section #2 - Adoption of Amendments

1. These Bylaws may be altered, amended, or repealed, and new Bylaws may be adopted as follows:

1. The proposed amendments(s) shall be discussed during the meeting in which such proposed amendment(s) were submitted;

2. At the next regular or special meeting of the Association, provided that the purpose of such a special meeting is to approve or disapprove such proposed amendment(s), such proposed amendment(s) shall be voted on by the full time voting members of the Association;

3. The proposed amendment(s) shall be adopted only upon the affirmative vote of a 2/3 (66.7%) majority of full time voting members, provided that a quorum of full time voting members cast votes;

ARTICLE #11 - METHOD OF DISSOLUTION OF ASSOCIATION

1. Voluntary dissolution of the Association shall be accomplished by the affirmative vote of a 3/4 (75%) majority of the Board of Directors, and ratified by a majority vote of the full time voting members of the Association in a meeting of the Association. No member of the Association shall be entitled to, or have any interest in, the assets of the Association or any right to share in the distribution thereof. In the event of the dissolution of the Association, it’s then net assets and Monies shall be transferred and conveyed to RMJBL.